General Terms of Business and Delivery
General Terms of Business and Delivery
Version: 01/03/2012
1. Scope
1.1 The following terms apply to all deliveries and services provided by Fasel GmbH; any contradictory terms upheld by the contractual partner are explicitly excluded; they may not acquire any validity beside these terms.
1.2 These terms apply equally to any subsequent transactions within one order, even if they are not explicitly agreed therein.
1.3 Supplementary oral agreements are only effective if they are confirmed in writing by Fasel GmbH; e-mail is sufficient in order to adhere to this written form.
2. Offers/Orders
2.1 Contracts/orders will be confirmed in writing by Fasel GmbH with specification of the prices applicable at the time of order confirmation. These prices are non-binding in the event that prices may change between order confirmation and delivery/service.
If there is doubt, the prices shall be applied as are listed in the current price lists or current price calculations by Fasel GmbH at the moment of delivery.
2.2 The same shall apply accordingly to construction/design of the ordered goods.
2.3 Cost estimates, diagrams or other offer documents are covered by copyright of Fasel GmbH and may not be disseminated or duplicated without the prior written consent of Fasel GmbH.
3. Order Acceptance
An order shall not be deemed to have been accepted until it has been confirmed in writing by Fasel GmbH. Field representatives of Fasel GmbH are only entitled to broker contractual conclusions; in particular, they are not entitled to submit any legally binding declarations, assurances or such like on behalf of Fasel GmbH.
4. Prices/Terms of Payment
4.1 If there is any doubt, the prices identified as specified under item 2.1 apply exclusive of packaging, carriage forward, duty unpaid and without the respectively valid rate of VAT, provided there are no other agreements stipulated in the order confirmation.
4.2 Prices are always quoted in euro; in the event that the customer wishes quotation in a foreign currency, this can only be performed on the basis of the official exchange rate on the date of order confirmation; payment shall be made on the basis of the exchange rate on the date of delivery.
4.3 The terms of payment and the period allowed for payment are specified in the invoice issued by Fasel GmbH.
4.4 In the event of repair orders or maintenance conducted outside of guarantee cases, there shall be, for all our own products such as sauna control equipment, a flat rate remuneration of 50% of the current unit list price (net) plus VAT, and for all commission orders a flat rate of 50% of the current purchase price (net) plus VAT, provided no prior, deviating agreement was made in individual cases.
Components with a unit list price (for our own products) or a purchase price (for commission orders) that is less than 60.00 € will not be repaired outside of guarantee cases.
4.5 The orderer is not entitled to declare offsetting or decrease in claims enforced by Fasel GmbH, unless the claims held by the orderer are undisputed or have been upheld in a court of law.
The settlement of received payments (unlike in the statutory provision) takes place on the judgement of Fasel GmbH and depending on the nature of the claim.
4.6 In the event that the orderer is in arrears with the settlement of accounts payables, if bankruptcy proceedings are opened over the estate of the orderer or if details become known that negatively effect the creditworthiness of the orderer, Fasel GmbH is entitled to alter any order confirmations already issued and to align them with said situation (e.g. advance payment, provision of collateral, etc.) – irrespective of any additional legal consequences that may exist besides said measures.
5. Delivery/Service
5.1 The goods are dispatched ex March – Buchheim; Fasel GmbH shall have the right to select the freight carrier. The risk of accidental loss or damage of the goods is transferred to the orderer upon submission of the goods to the freight carrier. Any claims against the freight carrier to which Fasel GmbH is entitled are herewith directly ceded to the orderer, who accepts such cession with the right to make any claims in his own name.
5.2 No guarantee is accepted for adherence to delivery periods, excepting if culpable intent or gross negligence is attributable to Fasel GmbH for the delay.
5.3 Fasel GmbH is entitled to make partial deliveries or services; each partial delivery/service shall be deemed an individual procedure. In the event that the orderer validly declares cancellation of the entire order, this shall not, in the event of doubt, cover deliveries or services already provided in accordance with the agreement. The parties agree mutual exclusion of any claims to compensation for damages or to fulfilment that may mutually exist with regard to any deliveries/services not yet provided.
5.4 The orderer is obligated to take possession of the goods/services and in particular to notify Fasel GmbH of the receipt of said goods. In the event that orderer fails to comply therewith, the goods will be considered to have been received within the period commonly deemed appropriate for the designated form of dispatch.
5.5 In the event of make-and-hold orders, the entire volume of goods must be called on and taken possession of within the agreed period (order confirmation).
In the event that the goods are not called on entirely or on time, Fasel GmbH is entitled to dispatch and bill for the (residual) goods.
6. Title Retention
The ordered goods remain the property of Fasel GmbH until complete payment of the purchase price or other accounts payable by the orderer have been settled.
Within the framework of his common business operations, the orderer is entitled to process or sell the goods subject to title retention, excepting cases in which the goods are seized or bankruptcy proceedings are applied for or opened – the orderer must inform Fasel GmbH of circumstances of this nature without delay. The orderer must without delay take any measures necessary to secure the property of Fasel GmbH. The orderer hereby cedes irrevocably to Fasel GmbH any accounts receivables arising against third parties from a resale/reprocessing of the goods under title retention; Fasel GmbH accepts this cession as security.
7. Guarantee/ Liability
7.1 Fasel GmbH provides a guarantee of two years from the date of delivery from Fasel GmbH on the goods sold, provided that the orderer applies/installs/uses the goods properly; the orderer shall be required to provide proof thereof. Wear parts are not included in the guarantee services.
7.2 The place of guarantee provision shall be March – Buchheim, that is, in the event of a guarantee claim being made, the orderer is obligated initially to send and pay for the dispatch of the goods to Fasel GmbH and to include therein a precise description of the malfunction/defect.
Fasel GmbH is not required to provide any guarantee services without a description of the fault. In the event that the guarantee claim proves justified, Fasel GmbH shall be obligated to return and pay for the dispatch of the goods to the orderer.
7.3 Fasel GmbH is not obligated to provide the orderer with a replacement or exchange device free of charge.
7.4 Fasel GmbH is required to provide faultless goods in accordance with current state of the art technology. In the event of a complaint or a guarantee assertion, Fasel GmbH is obligated to test the goods and to notify the orderer of the results of said tests within 10 working days following receipt thereof (see item 7.2 above). In the event that the goods cannot be repaired, Fasel GmbH is entitled to make suitable replacement delivery, provided that the fault in the original goods is the responsibility of Fasel GmbH. Any additional claims not directly related to the faults in the goods shall be excluded.
7.5 In the event of development or alteration orders, special or individual manufactures and such like (unless already agreed in an individual contract with the orderer), the following shall apply:
Fasel shall not conduct any research whatsoever on the possible violation of commercial copyrights held by third parties. In the event that a third party shall enforce such violations of legal rights against Fasel (also), the customer/orderer shall hereby irrevocably exempt Fasel in their internal relationship from any such claims. This exemption also covers any legal fees or costs of legal proceedings that may arise in connection with the violation of copyright.
8. Severability Clause
In the event of any of the provisions hereof being or becoming ineffective, void or impracticable, this shall not affect the validity of the remaining provisions. The provision in question shall be replaced with a provision that complies with the statutory provisions. The same shall apply to any loopholes.
9. Place of Fulfilment/Court of Jurisdiction
The place of fulfilment for services provided by Fasel GmbH is its company headquarters; the parties agree that the court of jurisdiction for disputes arising from the business relations shall be at the headquarters of Fasel GmbH.
The legal relations between the contractual partners (based on these General Terms of Business) are exclusively subject to the laws of the Federal Republic of Germany.
March – Buchheim, March 1, 2012